Principal Amount. The Colorado Housing and Finance Authority (the “Authority”), a body corporate and political subdivision of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received hereby promises to pay to the Registered Owner specified above, or to such Registered Owner’s registered assigns or personal representatives, the Principal Amount specified above on the Maturity Date specified above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds of the Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bonds, 2018 Series D” (the “Bonds”), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenture, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Colorado. The Bonds are subject to special and optional redemption in the manner, at the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by law.
Appears in 1 contract
Samples: Indenture
Principal Amount. The Colorado Housing and Finance Authority PNC BANK STUDENT LOAN TRUST I, a Delaware business trust (the “Authority”), a body corporate and political subdivision of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”"Issuer"), for value received hereby received, promises to pay pay, from the sources herein described, to the Registered Owner specified Noteholder identified above, or to such Registered Owner’s registered assigns assigns, upon presentation and surrender hereof at the Corporate Trust Office of Bankers Trust Company, as Paying Agent, or personal representativesat the principal office of any successor or additional Paying Agent, the Principal Amount specified identified above on the Final Maturity Date specified identified above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds of the Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bonds, 2018 Series D” (the “Bonds”), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenture, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner registered owner hereof, by acceptance of this Bond, consents to all of the terms interest and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Class Interest Rate on the dates as provided herein. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given to such terms in the Indenture dated as of March 27, 1997, as amended on the Closing Date (the "Indenture") and as supplemented by the Second Terms Supplement dated as of June 25, 1997, (the "Second Terms Supplement" and, together with the Indenture, the "Indenture") between the Issuer and Bankers Trust Office Company, as Indenture Trustee as further amended and supplemented from time to time. The Notes are secured under the Indenture which, together with certain other documents, assigns to the Indenture Trustee for the benefit of the Paying Agent in DenverNoteholders and each Swap Counterparty all the rights and remedies of the Issuer under certain Financed Student Loans and rights under various contracts providing for the issuance, Coloradoguarantee and servicing of such Financed Student Loans. The Bonds are subject Reference is hereby made to special the Indenture for the provisions, among others, with respect to the custody and optional redemption in application of the mannerproceeds of the Notes, at the prices, at nature and the times extent of the liens and under the circumstances provided in security of the Indenture. If any moneys held by , the Trustee or Paying Agent in trust for collection and disposition of revenues, the funds charged with and pledged to the payment of interest, principal, premium or Purchase Price the principal of any Bonds remain unclaimed for a period of three years after and the date interest on which such moneys were payablethe Notes, the Trustee or Paying Agent willrights, upon written notice from duties and immunities of the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occurTrustee, the Trustee mayrights of the registered owners of the Notes, and upon the written request rights and obligations of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in Issuer. By the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by law.acceptance of
Appears in 1 contract
Samples: Indenture (PNC Student Loan Trust I)
Principal Amount. The Colorado Housing and Finance Authority (the “Authority”)THE CITY OF SPRINGDALE, ARKANSAS, a public body corporate politic and political subdivision corporate, organized and existing under the laws of the State of Colorado Arkansas (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”"City"), for value received received, hereby promises to pay pay, from the sources hereinafter described, the Principal Amount stated above, in lawful money of the United States of America, to the Registered Owner specified abovestated above or the registered assigns, or to such Registered Owner’s registered assigns or personal representatives, the Principal Amount specified above on the Maturity Date specified above, stated above (unless this Bond is redeemed shall have been called for prior thereto as provided redemption, in the Indenture (as defined belowwhich case on such redemption date), upon its the presentation and surrender hereof at the designated corporate trust office of Regions Bank, as provided Trustee (the "Trustee"), in Little Rock, Arkansas, or at the principal office of its successor in trust under the Master an Indenture of Trust Trust, dated as of October 1, 2001, as amended2003 (the "Indenture"), between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) City and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”)Trustee, and to pay pay, from like sources, to the Registered Owner stated above as of the fifteenth day of the calendar month prior to an Interest Payment Date (the "Regular Record Date"), by check or draft mailed by the Trustee on the Interest Payment Date to such Registered Owner at his address as it last appears on the registration books kept for that purpose at the office of the Trustee, interest on such Principal Amount said sum in like coin or currency from the Original Issue Date stated above or from the most recent date from which interest has been paid or duly provided for, at the Interest Rate per annum stated above, payable semiannually on April 1 and October 1 of each year, commencing April 1, 2004, on the basis of a 360-day year composed of twelve 30-day months, until payment of the principal hereof has been made or provided for. The Trustee may make payments of principal at maturity or upon redemption and payment of interest by wire transfer within the United States to any owner of at least $1,000,000 in aggregate principal amount of the Bonds requesting the same in writing addressed to the Trustee as provided in this Indenture. Any term used herein as a defined term but interest not defined herein timely paid or duly provided for shall cease to be payable to the Registered Owner hereof at the close of business on the applicable Regular Record Date and shall be payable to the Registered Owner hereof at the close of business on a Special Record Date (as defined as in the Indenture) for the payment of any defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever monies become available for payment of the defaulted interest, and notice of such Special Record Date shall be given to the Registered Owner hereof not less than ten days prior thereto. If the date for making any payment or the last day for performance of any act or the exercise of any right, as provided in this Bond, shall not be a "Business Day" as defined in this Indenture, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Bond. Notwithstanding anything herein to the contrary, when this Bond is registered in the name of a Depository (as defined in this Indenture) or its nominee, the principal and redemption price of and interest on this Bond shall be payable in same day or federal funds delivered or transmitted to the Depository or its nominee. This Bond is one of a duly authorized issue series of bonds of the Authority City designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bondsas "City of Springdale, 2018 Arkansas Industrial Development Refunding Revenue Bonds (Advanced Environmental Recycling Technologies, Inc Project) Series D” 0000" (the “Bonds”xxx "Xxxxx"), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenture, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office have been issued under Title 14, Chapter 267 of the TrusteeArkansas Code of 1987, in exchange for an equal aggregate principal amount of Bonds Annotated, and Title 14, Chapter 164, subchapter 2 of the same series Arkansas Code of 1987, Annotated (together, the "Act"), to refund and maturity pay the City of any of the Authorized DenominationsSpringdale, in the mannerArkansas Industrial Development Revenue Bonds (Advanced Environmental Recycling Technologies, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date Inc. Project) Series 1999A (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the "Series 1999 Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Colorado. The Bonds are subject to special and optional redemption in the manner, at the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture"), give 30 days’ notice in writing originally issued to finance and refinance costs of acquiring, constructing and equipping certain solid waste recovery and manufacturing facilities (the Authority of its intention "Facilities"); to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by law.fund
Appears in 1 contract
Samples: Indenture of Trust (Advanced Environmental Recycling Technologies Inc)
Principal Amount. The Colorado Housing and Finance Authority PNC BANK STUDENT LOAN TRUST I, a Delaware business trust (the “Authority”), a body corporate and political subdivision of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”"Issuer"), for value received hereby received, promises to pay pay, from the sources herein described, to the Registered Owner specified Noteholder identified above, or to such Registered Owner’s registered assigns assigns, upon presentation and surrender hereof at the Corporate Trust Office of Bankers Trust Company, as Paying Agent, or personal representativesat the principal office of any successor or additional Paying Agent, the Principal Amount specified above on the Maturity Date specified above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds notes of the Authority Issuer designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage as "PNC Student Loan Trust I, Series 1997-2, Subordinate LIBOR Rate Class I BondsB Asset Backed Notes", 2018 Series D” in the aggregate principal amount of $36,050,000 (herein referred to as the “Bonds”)"Class B Notes" together with the Class A Notes, the "Notes") issued under the Indenture. The Notes are issued to finance the acquisition of Financed Student Loans by the Trust, and pursuant to make certain deposits into the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised StatutesPledged Accounts. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued The Notes are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation secured under the Indenture and is secured solely by which, together with certain other documents, assigns to the pledge and lien Indenture Trustee for the benefit of the Trust Estate contained thereinNoteholders and each Swap Counterparty all the rights and remedies of the Issuer under certain Financed Student Loans and rights under various contracts providing for the issuance, which guarantee and servicing of such Financed Student Loans. Reference is in hereby made to the following order Indenture for the provisions, among others, with respect to the custody and application of priority: firstthe proceeds of the Notes, the nature and the extent of the liens and security of the Indenture, the collection and disposition of revenues, the funds charged with and pledged to secure the payment of the principal of and the interest on the Notes, the rights, duties and immunities of the Indenture Trustee, the rights of the registered owners of the Notes, and the rights and obligations of the Issuer. By the acceptance of this Class I Obligations in accordance with B Note, the terms and registered owner hereof assents to all of the provisions of the Indenture, second, . DISTRIBUTIONS OF INTEREST AND PRINCIPAL ON THE CLASS B NOTES ARE SUBORDINATED IN PRIORITY OF PAYMENT TO DISTRIBUTIONS OF INTEREST AND PRINCIPAL ON THE CLASS A NOTES AND TRUST SWAP PAYMENTS UNDER THE SWAP AGREEMENTS AS DESCRIBED IN THE SECOND TERMS SUPPLEMENT AND THE TRANSFER AND SERVICING AGREEMENT. Distributions of principal and interest on this Class B Note will made to secure the payment holders of Class B Notes in the manner described in the Transfer and Servicing Agreement until the principal balance of the principal Class B Notes is reduced to zero. The rate of and interest on the Class II Obligations B Notes shall be determined in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Colorado. The Bonds are subject to special and optional redemption in the manner, at the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by lawSecond Terms Supplement.
Appears in 1 contract
Samples: Indenture (PNC Student Loan Trust I)
Principal Amount. The Colorado Housing and Finance Authority (the “Authority”), a body corporate and political subdivision of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received hereby promises to pay to the Registered Owner specified above, or to such Registered Owner’s registered assigns or personal representatives, the Principal Amount specified above on the Maturity Date specified above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds of the Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bonds, 2018 Series D” (the “Bonds”), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that If less than all of the Bonds issued of any one maturity are incontestable called for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under redemption, the Indenture and is secured solely particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot by the pledge District in such manner as the District in its discretion may determine; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and lien that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. The Paying Agent shall give notice of the Trust Estate contained thereinredemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, which is (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be given by mail to the respective owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least 30 days, but not more than 60 days, prior to the following order redemption date. Neither the failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of priority: firstthe proceedings for the redemption of such Bonds. The Bonds are issuable as fully registered Bonds, without coupons, in denominations of $5,000 and any integral multiple thereof. Subject to secure the limitations and conditions and upon payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenturecharges, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferableif any, as provided in the IndentureResolution, only upon the records Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the Authority kept for that purpose at the Corporate Trust Office of the Trustee same maturity. This Bond is transferable by the Registered Owner hereof hereof, in person, person or by his attorney duly authorized attorneyin writing, at said office of the Paying Agent in Alameda, California, but only in the manner and subject to the limitations provided in the Resolution, and upon surrender and cancellation of this Bond together with a written instrument Bond. Upon registration of such transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in of authorized denomination or denominations, for the same series, maturity and aggregate principal amounts, shall amount and of the same maturity will be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribedherefor. The Authority District and the Trustee shall deem and Paying Agent may treat the person in whose name this Bond is registered Owner hereof as the absolute owner hereof for all purposes, and the purpose of receiving payment ofCounty, or on account of, the principal or redemption price hereof District and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Coloradoshall not be affected by any notice to the contrary. The Bonds are subject to special and optional redemption in Resolution may be amended without the manner, at the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding the Bonds (as provided to the extent set forth in the Indenture)Resolution. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, declare all Outstanding Bonds immediately due exchange or payment, and payable. An Event of Default and its consequences may be waived as provided any certificate issued is registered in the Indenture. Registered Owners may not enforce name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the Indenture or the Bonds except as provided in the Indentureregistered owner hereof, Cede & Co., has an interest herein. The Act provides District has certified that neither the members all of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all actsthings, conditions and things acts required by the Constitution and statutes of the State and the Indenture to exist, to have happened and or to have been performed precedent to and in the issuance of this Bond, Bond do exist, have happened and or have been performed in due time, form and regular time and manner as required by lawthe laws of the State of California, and that all things necessary to consummate the lawful issuance and sale of the Bonds, the amount of this Bond, together with all other indebtedness of the District, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Resolution. This Bond shall not be entitled to any benefit under the Resolution or become valid or obligatory for any purpose until the Certificate of Authentication hereon has been signed manually by the Paying Agent.
Appears in 1 contract
Samples: Paying Agent Agreement
Principal Amount. The Colorado Housing There are to be issued by the Company, and Finance Authority (authenticated and delivered by the “Authority”), a body corporate and political subdivision of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received hereby promises to pay to the Registered Owner specified above, or to such Registered Owner’s registered assigns or personal representatives, the Principal Amount specified above Trustee on the Maturity Date specified above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds of the Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bonds, 2018 Series D” (the “Bonds”), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenture, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner date hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal 500,000,000 aggregate principal amount of Bonds Senior Notes, and such principal amount of Senior Notes may be increased from time to time pursuant to Section 3.1 of the Original Indenture. All Senior Notes need not be issued on the same date and such series and maturity may be reopened at any time, without the consent of any Holder, for issuances of additional Senior Notes, unlimited in principal amount, upon delivery by the Company to the Trustee of either a Board Resolution and Officers’ Certificate or an indenture supplemental to the Indenture, setting forth the original issuance date of such additional Senior Notes. Any Senior Notes (“Additional Senior Notes”) issued from time to time after the initial issuance of Senior Notes pursuant to this Supplemental Indenture (“Initial Senior Notes”) shall be consolidated with and form a single series with the Initial Senior Notes and shall have the same terms as to status, waivers, amendments, offers to purchase, redemptions or otherwise as the Initial Senior Notes; provided that, if any Additional Senior Notes are not fungible with any other Senior Notes for United States federal income tax purposes, such Additional Senior Notes shall bear a separate CUSIP or ISIN number, as applicable. Notwithstanding Section 3.1(2) of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Original Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Colorado. The Bonds are subject to special and optional redemption in the manner, at the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage Additional Senior Notes may be issued in an unlimited aggregate principal amount (so long as otherwise permitted by the terms of Outstanding Bonds (the Original Indenture and this Supplemental Indenture). The terms of any such additional Senior Notes will be identical to the terms of the Senior Notes initially issued, authenticated and delivered on the date hereof, except as provided in to issue price, issue date and the date from which interest shall accrue and except that such additional Senior Notes may not be fungible for U.S. federal income tax purposes with such initially issued Senior Notes. Any such additional Senior Notes will, together with the previously issued Senior Notes, constitute a single series of Securities under the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by law.
Appears in 1 contract
Principal Amount. The Colorado Housing and Finance Authority (the “Authority”)FOR VALUE RECEIVED, EDUCATION LOANS INCORPORATED, a body corporate and political subdivision corporation organized under the laws of the State of Colorado Delaware (the “State”"Corporation," which term includes any successor corporation under the Indenture hereinafter referred to), created acknowledges itself indebted and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received hereby promises to pay to the Registered Owner registered holder specified above, or to such Registered Owner’s registered assigns or personal representatives(the "Registered Holder"), but solely from the revenues and receipts hereinafter specified and not otherwise, the Principal Amount specified above on the Stated Maturity Date specified above, unless this Bond is redeemed above (subject to the right of prior thereto as provided in the Indenture (as defined belowredemption hereinafter mentioned), upon its presentation and surrender of this Note at the Principal Office of the Trustee (as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bankhereinafter defined), as trustee Paying Agent for the Series 2001-1 Notes (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1hereinafter defined), 2018, between the Authority and the Trustee (collectively, the “Indenture”)or a duly appointed successor Paying Agent, and to pay interest on said Principal Amount, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Registered Owner interest on such Principal Amount at Holder hereof from the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds of the Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bonds, 2018 Series D” (the “Bonds”), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure date hereof until the payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenture, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the said Principal Amount specified abovehas been made or duly provided for, payable to the Registered Owner hereof on each Interest Payment Date and at Maturity, at the Series 2001-1 Note Interest Rate (as hereinafter described), and at the first same rate per annum (to the extent that the payment of such date being November 1, 2018interest shall be legally enforceable) until maturity or earlier redemptionon overdue installments of interest. Each Bond shall bear Payment of interest from the on this Note on each regularly scheduled Interest Payment Date next shall be made by check or draft drawn upon the Paying Agent and mailed to the person who is the Registered Holder hereof as of 5:00 p.m. in the city in which the Principal Office of the Note Registrar is located on the applicable Regular Record Date at the address of such Registered Holder as it appears on the Note Register maintained by the Note Registrar, or, if the Registered Holder of this Note is the Registered Holder of Series 2001-1 Notes in the aggregate principal amount of $1,000,000 or more, at the direction of such Registered Holder received by the Paying Agent by 5:00 p.m. in the city in which the Principal Office of the Paying Agent is located on the last Business Day preceding the applicable Regular Record Date, by electronic transfer by the Paying Agent in immediately available funds to an account designated by such Registered Holder. In addition, premium, if any, and interest on this Note are payable at the Maturity hereof in the same manner as the principal hereof, unless the date of authentication of such Bond, unless such Bond maturity is authenticated on an a regularly scheduled Interest Payment Date, in which event such Bond interest is payable in the manner set forth in the preceding sentence. Any interest not so timely paid or duly provided for shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior cease to be payable to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest person who is the Registered Holder hereof at the close of business on such Bond the Regular Record Date and shall be in defaultpayable to the person who is the Registered Holder hereof at the close of business on a special record date for the payment of any such defaulted interest. Such special record date shall be fixed by the Trustee whenever moneys become available for payment of the defaulted interest, in which event and notice of the special record date shall be given to the Registered Holder hereof not less than ten days prior thereto by first-class mail to such Bond shall bear interest from Registered Holder as shown on the Note Register on a date selected by the Trustee, stating the date to which interest has been paid in full or unless no interest shall have been paid on of the Bonds, as special record date and the case may be, in which event date fixed for the payment of such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsdefaulted interest. The principal or Redemption Price of of, premium, if any, and interest on the Bonds shall be this Note are payable in lawful money of the United States of America at America. This Note is one of an authorized issue of Notes (the Corporate Trust Office "Notes"), issued and to be issued by the Corporation in one or more series pursuant to an Indenture of Trust, dated as of December 1, 1999 (as supplemented and amended, the Paying Agent "Indenture"), as amended and supplemented by a First Supplemental Indenture of Trust, dated as of December 1, 1999, a Second Supplemental Indenture of Trust, dated as of December 1, 2000, and a Third Supplemental Indenture of Trust, dated as of July 1, 2001 (the "Third Supplemental Indenture"), each between the Corporation and U.S. Bank National Association, in DenverMinneapolis, Colorado. The Bonds are subject to special and optional redemption in Minnesota, as Trustee (the manner, at the prices, at the times and "Trustee," which term includes any successor trustee under the circumstances Indenture). As provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, Notes are issuable in series which may vary as provided in the IndentureIndenture provided or permitted. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners This Note is one of a sufficient percentage series of Class B Notes issued in an aggregate principal amount of Outstanding Bonds $23,800,000 (as provided the "Series 2001-1C Notes"). The Series 2001-1C Notes are issued simultaneously with two series of Class A Notes issued in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds $158,000,000 (the "Series 2001-1 Senior Notes" and, together with the Series 2001-1C Notes, collectively referred to herein as provided the "Series 2001-1 Notes"). The proceeds of the Series 2001-1 Notes will be used by the Corporation to (a) acquire student loan notes incurred under the Higher Education Act and under certain Alternative Loan Programs, (b) fund the Reserve Fund, (c) pay a portion of the interest coming due on the Series 2001-1 Notes and (d) pay Costs of Issuance of the Series 2001-1 Notes. The Series 2001-1 Senior Notes are being issued on a parity, and are equally and ratably secured under the Indenture, with the Corporation's Student Loan Asset-Backed Notes, Senior Series 1999-A and 1999-B, issued under the Indenture as Class A Notes in the Indentureoriginal aggregate principal amount of $117,000,000, and the Corporation's Student Loan Asset-Backed Notes, Senior Series 2000-A and 2000-B, issued under the Indenture as Class A Notes in the original aggregate principal amount of $108,200,000 (the "Prior Senior Notes"), declare and the Series 2001-1C Notes are being issued on a parity, and are equally and ratably secured under the Indenture, with the Corporation's Student Loan Asset-Backed Notes, Subordinate Series 1999-1C, issued under the Indenture as Class B Notes in the original principal amount of $9,300,000, and the Corporation's Student Loan Asset-Backed Notes, Subordinate Series 2000-1C, issued under the Indenture as Class B Notes in the original principal amount of $22,000,000. Reference is hereby made to the Indenture, copies of which are on file in the principal corporate trust office of the Trustee, and to all Outstanding Bonds immediately due of the provisions of which any Registered Holder of this Note by his acceptance hereof hereby assents, for definitions of terms; the description of and payable. An Event the nature and extent of Default the security for the various classes of Notes and its consequences Other Obligations secured thereunder; the student loan acquisition program being financed by the issuance of the Notes; the revenues and other moneys pledged to the payment of the principal of, premium, if any, and interest on the Notes and the Other Obligations; the nature and extent and manner of enforcement of the pledge; the conditions upon which Notes may be waived issued or Other Obligations may be incurred by the Corporation thereunder, payable from such revenues and other moneys thereunder as provided Senior Obligations, Subordinate Obligations or Class C Notes; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Holders of the Notes; the rights and remedies of the Registered Holder hereof with respect hereto and thereto, including the limitations upon the right of a Registered Holder hereof to institute any suit, action or proceeding in equity or at law with respect hereto and thereto; the rights, duties and obligations of the Corporation and the Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts and covenants made therein may be discharged at or prior to the maturity or redemption of this Note, and this Note thereafter no longer be secured by the Indenture, or be deemed to be Outstanding thereunder; and for the other terms and provisions thereof. Registered Owners may Terms used with initial capital letters but not enforce defined in this Note have the Indenture or the Bonds except as provided respective meanings given such terms in the Indenture. The Act provides that neither Series 2001-1 Senior Notes are being issued as, and will constitute, Class A Notes under the members Indenture. The Series 2001-1C Notes are being issued as, and will constitute, Class B Notes under the Indenture. The Notes and Other Obligations are limited obligations of the Authority nor any authorized person executing bonds Corporation, payable solely from the revenues and assets of the Corporation pledged therefor under the Indenture, including certain notes evidencing Student Loans and the proceeds of the Corporation's bonds, notes or other evidences of indebtedness, if any, issued pursuant with respect to the Act shall be personally liable for such bonds by reason Notes. The Series 2001-1C Notes constitute Class B Notes under the Indenture which are subordinated in right of payment, the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions direction of remedies and things required by certain other matters in accordance with the Constitution and statutes terms of the State and the Indenture to existthe rights of the Holders of Class A Notes issued from time to time under the Indenture (including, without limitation, the Prior Senior Notes and the Series 2001-1 Senior Notes) and Other Senior Beneficiaries thereunder. A failure to have happened pay principal of, premium, if any, or interest on this Class B Note will not constitute an Event of Default under the Indenture if any Senior Obligation is Outstanding. Interest payable on this Note shall be computed on the basis of actual days elapsed and accrue daily from the date hereof (on the basis of a 360-day year), and is payable on each regularly scheduled Interest Payment Date prior to have been performed precedent to the Maturity hereof and at the Maturity hereof. The interest payable on each Interest Payment Date for this Note shall be that interest which has accrued through the last day of the last complete Interest Period immediately preceding the Interest Payment Date or, in the issuance case of the Maturity hereof, the last day preceding the date of such Maturity. The Series 2001-1 Note Interest Rate shall be effective as of and on the first day (whether or not a Business Day) of the applicable Interest Period and be in effect thereafter through the end of such Interest Period. The unpaid principal amount hereof from time to time outstanding shall bear interest at a Series 2001-1 Note Auction Rate, as described below, payable on each Interest Payment Date and at the Maturity hereof, such interest to accrue from the later of the date hereof or the date through which interest has been paid or duly provided for. During the Initial Interest Period, this BondNote shall bear interest at the Series 2001-1 Note Initial Interest Rate. Thereafter until an Auction Period Adjustment, existif any, have happened and have been performed this Note shall bear interest at a Series 2001-1 Note Auction Rate based on an Auction Period that shall generally consist of 28 days, all as determined in due time, form and manner as required by lawthe Third Supplemental Indenture.
Appears in 1 contract
Samples: Third Supplemental Indenture of Trust (Education Loans Inc /De)
Principal Amount. The Colorado Housing and Finance Authority (the “Authority”)CITY OF SAN XXXX FINANCING AUTHORITY, a body public body, corporate and political subdivision politic, duly organized and existing under and pursuant to the laws of the State of Colorado California (herein called the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”"Authority"), for value received received, hereby promises to pay to (but only out of the Registered Owner Revenues hereinafter mentioned) the registered owner specified above, or registered assigns, on the Maturity Date specified above (subject to such Registered Owner’s registered assigns or personal representatives, any right of prior redemption hereinafter mentioned) the Principal Amount specified above on in lawful money of the Maturity Date specified aboveUnited States of America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is redeemed authenticated as of an interest payment date, in which event it shall bear interest from the date of authentication hereof, or unless this Bond is authenticated after a record date and before an interest payment date, in which event it shall bear interest from the next succeeding interest payment date, or unless this Bond is authenticated on or prior thereto to [November 15, 2013, in which event it shall bear interest from the date hereof) until payment of such Principal Amount in full as provided in the Indenture Trust Agreement hereinafter mentioned, at the rate of interest specified above, payable semiannually on June 1 and December 1 in each year, commencing [December 1, 2013], by check mailed to such registered owner; provided that upon the request of any owner of at least $1,000,000 in aggregate principal amount of Bonds, such payment shall be made by wire transfer in immediately available funds to an account designated by such owner. The principal (or redemption price) hereof is payable at the Corporate Trust Office (as defined below), upon its presentation and surrender as provided under in the Master Indenture Trust Agreement hereinafter mentioned) of Trust dated as of October 1, 2001, as amended, between the Authority and ZBXxxxx Fargo Bank, National Association dba Zions Bank (formerly, Zions First National Bankherein called the "Trustee"), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds Bonds of the Authority designated “Colorado Housing and Finance as the City of San Xxxx Financing Authority Federally Taxable Single Family Mortgage Class I Lease Revenue Refunding Bonds, 2018 Series D” 2013B (Civic Center Garage Project) (herein called the “"Bonds”"), of an initial aggregate principal amount of $ all issued under pursuant to the provisions of the Xxxxx-Xxxx Local Bond Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, Title 1 (commencing with Section 6584) of the Government Code of the State of California (herein called the "Law"), and pursuant to a Trust Agreement, dated as of June 1, 2013, by and between the Act, the Indenture Authority and the Supplemental Public Securities ActTrustee (herein called the "Trust Agreement"), constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of authorizing the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for valueBonds. This Bond constitutes a Class I Obligation under the Indenture and Reference is secured solely by the pledge and lien of hereby made to the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenture, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, Agreement (a copy of which is on file with at said office of the Trustee) and all Trust Agreements supplemental thereto and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, as that term is defined in the Trust Agreement, and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Authority thereunder, to all the provisions of which Trust Agreement the registered owner of this Bond, by acceptance hereof, assents and agrees. THIS BONDThe proceeds of the Bonds will be used by the Authority for the purposes and on the terms and conditions set forth in the Trust Agreement and in the Project Lease, TOGETHER WITH THE INTEREST HEREONdated as of June 1, IS PAYABLE SOLELY FROM2013, AND SECURED BYby and between the Authority, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTUREas lessor, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF and the City of San Xxxx (OTHER THAN THE AUTHORITYthe "City"). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATEas lessee (herein called the "Project Lease"). This Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Trust Agreement) are payable from, and are secured by a pledge and assignment of, the Revenues (as that term is transferabledefined in the Trust Agreement) derived from a portion of the amounts payable by the City under the Project Lease. Except to the extent set forth in the Trust Agreement, all such Revenues are exclusively and irrevocably pledged to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Trust Agreement and the Law, for the security and payment or redemption of, and for the security and payment of interest on the Bonds; but nevertheless, in accordance with the Trust Agreement, out of Revenues certain amounts may be applied for other purposes as provided in the Trust Agreement. The Bonds are special obligations of the Authority, payable solely from and secured by a pledge of the aforementioned Revenues as specified herein and in the Trust Agreement. Neither the payment of the principal of the Bonds, nor any interest thereon, constitutes a debt, liability or obligation of the City, the Agency (as that term is defined in the Trust Agreement), the Authority or the State of California. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The rights and obligations of the Authority and the holders of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Trust Agreement, but no such modification or amendment shall (1) extend the fixed maturity of this Bond or reduce the rate of interest hereon or extend the time of payment of interest, or reduce the amount of the principal hereof or reduce any premium payable upon the redemption hereof, without the consent of the holder hereof, or (2) reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification, all as more fully set forth in the Trust Agreement. The Bonds maturing on or after June 1, 20 are subject to optional redemption prior to maturity on or after June 1, 20 at the option of the Authority, as a whole or in part on any date, as is set forth in a Request of the Authority, from such maturities as are selected by the Authority (including sinking fund payments as a maturity), from amounts deposited with the Trustee by the Authority from any funds available therefor other than proceeds of insurance or eminent domain proceedings, at a redemption price equal to the principal amount of Bonds to be redeemed plus accrued but unpaid interest to the redemption date, without premium. The Bonds are subject to redemption on any date without premium under the circumstances prescribed and as provided in the Trust Agreement, as a whole or in part, through the application of proceeds of insurance and eminent domain proceedings. The Term Bonds maturing on June 1, 20 shall be subject to mandatory redemption from mandatory Sinking Account Payments, in part, by lot, on June 1, 20 and on June 1, 20 from money on hand in the Principal Fund at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date, without premium. The principal amount of such Term Bonds to be redeemed and the dates therefor shall be as set forth in the following schedule: Redemption Date (June1) * *Maturity The Term Bonds maturing on June 1, 20 shall be subject to mandatory redemption from mandatory Sinking Account Payments, in part, by lot, on June 1, 20 and on June 1, 20 from money on hand in the Principal Fund at a redemption price equal to the principal amount thereof, plus accrued interest thereon to the redemption date, without premium. The principal amount of such Term Bonds to be redeemed and the dates therefor shall be as set forth in the following schedule: Redemption Date (June1) * *Maturity As provided in the Trust Agreement, notice of redemption shall be mailed, by first class mail, not less than 30 nor more than 60 days prior to the redemption date, to the registered owner of Bonds designated for redemption, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. The Authority shall have the right to rescind notices of redemption as provided in the Trust Agreement. If this Bond is called for redemption and payment is duly provided therefor as specified in the Trust Agreement, interest shall cease to accrue hereon from and after the date fixed for redemption. If an event of default, as defined in the Trust Agreement, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Trust Agreement but such declaration and its consequences may be rescinded and annulled as further provided in the Trust Agreement. The Bonds are issuable only as fully registered Bonds without coupons in the denomination of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the IndentureTrust Agreement, only upon the records Bonds may be exchanged for a like aggregate principal amount of the Authority kept for that purpose at the Corporate Trust Office fully registered Bonds of the Trustee by the Registered Owner hereof in person, or by his duly any other authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory denominations subject to the Trustee duly executed conditions and restrictions contained in the Trust Agreement. This Bond is transferable by the registered owner hereof, in person or by his or her attorney duly authorized attorneyin writing, at said office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement, and thereupon upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or BondsBonds without coupons of authorized denomination or denominations, and in for the same series, maturity and aggregate principal amountsamount, shall will be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribedherefor. The Authority and the Trustee shall deem and may treat the person in whose name this Bond is registered owner hereof as the absolute owner hereof for all purposes, and the purpose of receiving payment of, or on account of, Authority and the principal or redemption price hereof and interest due hereon and for Trustee shall not be affected by any notice to the contrary. It is hereby certified that all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trusteeconditions, in exchange for an equal aggregate principal amount of Bonds of the same series things and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Colorado. The Bonds are subject to special and optional redemption in the manner, at the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things acts required by the Constitution and statutes of the State and the Indenture to exist, to have happened and or to have been performed precedent to and in the issuance of this Bond, Bond do exist, have happened and or have been performed in due and regular time, form and manner as required by lawthe Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Trust Agreement. This Bond shall not be entitled to any benefit under the Trust Agreement or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been manually signed by the Trustee. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
Appears in 1 contract
Samples: Trust Agreement
Principal Amount. DOLLARS The Colorado Housing COACHELLA WATER AUTHORITY, a joint exercise of powers authority duly organized and Finance Authority existing under the laws of the State of California (the “Authority”), a body corporate and political subdivision of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received received, hereby promises to pay to the Registered Owner specified above, named above or to such Registered Owner’s registered assigns or personal representatives(the “Owner”), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Amount specified stated above in lawful money of the United States of America, and to pay interest thereon in like lawful money from the February 1 or August 1 (each an “Interest Payment Date”) next preceding the date of authentication hereof, unless said date of authentication is an Interest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is on or before 15, 20 , in which event such interest is payable from the Maturity Dated Date specified stated above; provided, however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the date to which interest has previously been paid or made available for payment on this Bond in full at the Interest Rate per annum stated above, unless payable semiannually on each Interest Payment Date, commencing 1, 20 . The principal amount of this Bond is redeemed prior thereto as provided in payable at the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture principal corporate trust office of Trust dated as of October 1, 2001, as amended, between the Authority and ZBWilmington Trust, National Association dba Zions Bank (formerly, Zions First National Bank)Association, as trustee (the “Trustee”) ), in Costa Mesa, California, or at such office as the Trustee may designate, upon presentation and surrender of this Bond to the 2018D Series Indenture dated Trustee. Payment of the interest on this Bond will be made to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of [September] 1, 2018, between the Authority and fifteenth day of the Trustee month immediately preceding an Interest Payment Date whether or not said day is a business day (collectively, the “IndentureRecord Date”), and such interest to pay be paid by check mailed on the Interest Payment Date to the Registered Owner interest or, at the option of any Owner of at least $1,000,000 aggregate principal amount of Bonds and upon written notice received by the Trustee prior to the Record Date, by wire transfer, at the Owner’s address as it appears on such Principal Amount bond registration books or to such account as shall have been identified by the Owner in the notice requesting payment by wire transfer. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Owner on such Record Date and shall be paid to the person in whose name the Bond is registered at the Interest Rate per annum aboveclose of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof being given to the Owners not less than ten (10) days prior to such special record date. Any term Capitalized terms used herein as a and not otherwise defined term but not defined herein shall be defined as are used with the meanings ascribed to them in the IndentureIndenture (as hereinafter defined). This Bond is one of a duly authorized issue series of bonds Bonds of the various maturities designated as “Coachella Water Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Water Revenue Refunding Bonds, 2018 Series D[2022A][2022B] Series” (the “Bonds”), issued in the aggregate principal amount of $ all of like tenor (except for such variations, if any, as may be required to designate varying numbers, maturities, interest rates or redemption provisions), issued under and pursuant to an Indenture of Trust (the Act, “Indenture”) by and between the Indenture Authority and the Supplemental Public Securities ActTrustee, constituting Part 2 dated as of Article 57 [February][May] 1, 2022, approved by the Authority by Resolution No. 2020.001, adopted by the Board of Title 11, Colorado Revised Statutes. It is the intention Directors of the Authority that this recital shall be conclusive evidence on The Bonds are issued to (a) refund certain obligations of the validity Authority, (b) finance certain improvements to the Enterprise, (c) purchase a municipal bond insurance policy, and (c) pay the regularity costs of the issuance of the Bonds. The Bonds after their delivery for value and that all are payable from the net revenues (the “Net Revenues”) of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under City’s combined water enterprise (the Indenture “Enterprise”), derived primarily from charges and is secured solely revenues received by the pledge Authority from or attributable to the lease and lien operation of the Trust Estate Enterprise, less the costs of the operation and maintenance of the Enterprise, and the Net Revenues are pledged, as a first and prior lien thereon, to pay the principal of and premium, if any, and interest on the Bonds, and any parity obligations hereafter issued or incurred by the Authority in accordance with the Indenture. Additional series of bonds payable from the Net Revenues may be issued on a parity with the Bonds, but only subject to the conditions and limitations contained therein, which is in the following order Indenture. The principal or redemption price of priority: firstand interest on the Bonds are payable solely from the Net Revenues, and the Authority is not obligated to secure pay the Bonds except from the Net Revenues. The general fund of the Authority is not liable, and the full faith and credit or taxing power of the Authority is not pledged, for the payment of the principal or redemption price of and interest on the Class I Obligations in accordance with the terms and the provisions Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the Indenture, second, to secure the payment property of the Authority or any of its income or receipts, except the Net Revenues. The Authority covenants that, so long as any of the Bonds are outstanding, it will fix, prescribe and collect charges so as to yield Net Revenues at least equal to the amounts thereof prescribed by the Indenture and sufficient to pay the principal or redemption price of and interest on the Class II Obligations Bonds in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents Bonds shall be subject to all of redemption as set forth in the terms and conditions of Indenture. As provided in the Indenture, a copy notice of which redemption shall be given by first class mail not less than twenty (20) days prior to the redemption date to the respective registered Owners of the Bonds designated for redemption at their addresses appearing on the bond registration books, but no defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. If this Bond is on file called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the Trustee. THIS BONDeffect provided in the Indenture, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATEbut such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. This Bond is transferable, as provided in the Indenture, only upon the records books of the Authority kept for that purpose at the Corporate Trust Office office of the Trustee Trustee, by the Registered Owner hereof in person, or by his attorney duly authorized attorneyin writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner Owner or his attorney duly authorized attorneyin writing, and thereupon a new registered Bond or Bonds, without coupons, and in the same series, maturity and aggregate principal amountsamount and of the same maturity, shall be issued to the transferee in exchange therefor herefor, as provided in the Indenture, and upon the payment of charges, if any, including, after the charges first exchange, the cost of preparing new Bonds therein prescribed. The rights and obligations of the Authority and of the Trustee shall deem and treat Owners of the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same be modified or amended at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, time in the manner, subject to the conditions extent and upon the payment of the charges terms provided in the Indenture. Pursuant to Section 29-4-722 No such modification or amendment shall permit a change in the terms of redemption or maturity of the Act, Bonds issued under principal of any outstanding Bond or of any installment of interest thereon or a reduction in the Act shall be negotiable instruments under principal amount or the laws redemption price thereof or in the rate of interest thereon without the consent of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond or shall bear interest from such Interest Payment Date, reduce the percentages or unless such Bond is authenticated prior to otherwise affect the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the classes of Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Colorado. The Bonds are subject to special and optional redemption in the manner, at the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (which is required to effect any such modification or amendment, all as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided more fully set forth in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides It is hereby certified that neither the members all of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIEDconditions, RECITED AND DECLARED that all acts, conditions things and things acts required by the Constitution and statutes of the State and the Indenture to exist, to have happened and or to have been performed precedent to and in the issuance of this Bond, Bond do exist, have happened and or have been performed in due time, form and manner as required by lawlaw and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Appears in 1 contract
Samples: Indenture of Trust
Principal Amount. DOLLARS The Colorado Housing registered owner identified above, or registered assigns, as the registered owner of this Pledged Revenue Obligation, Series 2019 (this “Obligation”) is the owner of all of the interests in the rights to receive certain “Payments” under and Finance Authority defined in that certain Third Purchase Agreement, dated as of May 1, 2019 (the “AuthorityPurchase Agreement”), a body corporate by and political subdivision of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received hereby promises to pay to the Registered Owner specified above, or to such Registered Owner’s between The registered assigns or personal representatives, the Principal Amount specified above on the Maturity Date specified above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds of the Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bonds, 2018 Series D” (the “Bonds”), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenture, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance owner of this Bond, consents Obligation is entitled to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the mannerreceive, subject to the conditions and upon terms of the Purchase Agreement, on the payment date set forth above, the principal amount hereof and to receive semiannually on January 1 and July 1 of each year commencing _ 1, 20 (the “Interest Payment Dates”), until payment in full of the charges provided in the Indenture. Pursuant to Section 29-4-722 portion of the ActPayments designated as principal or prepayment prior thereto, Bonds issued under the Act shall be negotiable instruments under the laws portion of the State, subject only to applicable provisions for registration. This Bond bears Payments designated as interest coming due during the period commencing on the Principal Amount specified above, payable last date on which interest was paid and ending on the day prior to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bondor, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which if no interest has been paid in full or unless no paid, from the Dated Date specified above. Said interest shall have been paid on is the Bonds, as result of the case may be, in which event such Bond shall bear multiplication of said principal by the interest from its dated daterate per annum set forth above. Interest on the Bonds shall be computed calculated on the basis of a 360-day year consisting composed of twelve (12) months of thirty (30-day months) days each. The principal or Redemption Price of Principal and interest on the Bonds shall be represented by this Obligation are payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Colorado. The Bonds are subject to special and optional redemption in the manner, at the prices, at the times and under the circumstances as provided in the IndentureTrust Agreement and the other amounts due with respect hereto. If any moneys held by The records of the Trustee prevail in the event of discrepancy as to payment. The Trustee has no obligation or Paying Agent in trust liability to the registered owner of this Obligation for the payment of interestinterest or principal represented by this Obligation. The Trustee’s sole obligations are to administer, principalfor the benefit of the registered owner of this Obligation, premium the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be taken and construed as made by and on the part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or Purchase Price obligation for the correctness of any Bonds remain unclaimed thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for a period of three years after the date on which such moneys were payablepurposes described in, the Trustee or Paying Agent willTrust Agreement. The City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by an ordinance of the Mayor and Council of the City adopted on April 22, upon written notice from the Authority, pay such amounts 2019. Reference is hereby made to the AuthorityPurchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, as provided the terms, covenants and provisions pursuant to which this Obligation is delivered, the rights thereunder of the registered owner of this Obligation, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to certain obligations secured on a senior lien basis by, and to be secured on a parity lien basis with, the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the Indenture. Thereaftermanner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority of the obligations of which this Obligation is one (the “Obligations”), and may be amended without such Registered Owners must look to the Authority for payment of consent under certain circumstances but in no event such moneys. The Indenture provides that the occurrences interests of certain events the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with this Obligation.) The obligation of the City to make the Payments does not represent or constitute Events a general obligation of Default. If certain Events the City for which the City is obligated to levy or pledge any form of Default occurtaxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee may, and upon nor the written request registered owners of the Registered Owners Obligations shall have any right under any circumstances to accelerate the payment date of a sufficient percentage the Obligations or otherwise declare any of the Payments not then past due or in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing default to the Authority of its intention to declare all Outstanding Bonds be immediately due and payable. At (This Obligation represents an interest in a limited obligation of the end of such 30-day period, the Trustee mayCity (as described herein), and upon the written consent no member of the Owners Mayor and Council, officer or agent, as such, past, present or future, of a sufficient percentage the City shall be personally liable for the payment hereof.) This Obligation is executed and delivered only in aggregate principal amount of Outstanding Bonds (as provided in the Indenture)fully registered, declare all Outstanding Bonds immediately due physically certificated form and payable. An Event of Default and its consequences may shall not be waived as provided in the Indenture. Registered Owners may not enforce the Indenture transferable or the Bonds exchangeable, except as provided in the IndentureTrust Agreement. This Obligation may be exchanged for Obligations in authorized denominations. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Obligation. Upon such transfer a new Obligation, for the principal amount remaining payable at maturity will be delivered to the transferee in exchange therefor. The Act provides that neither City and the members Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any notice to the contrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the exchange or transfer. The Trustee may, but shall not be obligated to, exchange or register the transfer of this Obligation (i) if this Obligation has been selected for prepayment, or (ii) during a period of fifteen (15) days preceding the giving of a notice of prepayment. If this Obligation is so transferred, any notice of prepayment which has been given to the transferor shall be binding on the transferee, and a copy of the Authority nor any authorized person executing bonds issued pursuant notice of prepayment shall be delivered by the Trustee to the Act transferee along with the duly registered Obligation. The registered owner of this Obligation shall have no right to enforce the provisions of the Trust Agreement or the Purchase Agreement or to institute any action to enforce the covenants thereof, or to take any action with respect to a default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. Principal represented by the Obligation is subject to optional prepayment, in whole or in part, on any date, at a price equal to the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment, but without premium. Principal represented by this Obligation shall be personally liable for such bonds by reason prepaid on July 1 of the execution years indicated and in the amounts indicated at a price equal to the principal amount thereof to be prepaid plus interest accrued to the date of prepayment, but without premium, with the final principal amount of $ ,000 being paid on July 1, 20 : The Trustee shall give notice of any optional prepayment of this Obligation as provided above no more than 60 nor less than 30 calendar days prior to the prepayment date to the registered owner at its address provided to the Trustee. A certificate of the Trustee shall conclusively establish the mailing of any such notice for all purposes. If at the time of mailing of the notice of prepayment there has not been deposited with the Trustee moneys or issuance thereofeligible securities sufficient to prepay and other requirements set forth in the Trust Agreement are not met, such notice shall state that it is conditional, subject to the deposit of moneys sufficient for the prepayment and satisfaction of such conditions. IT IS HEREBY CERTIFIEDIf the principal of the Obligations is subject to prepayment and if on the prepayment date moneys for the prepayment thereof are held by the Trustee and those other conditions are met, RECITED AND DECLARED thereafter such principal to be prepaid shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Trust Agreement. The failure to receive any notice of prepayment, or any defect in such notice in respect of any Obligation, shall not affect the validity of prepayment of any Obligation. It is hereby certified, recited and declared that all actsconditions, conditions acts and things required by the Constitution and statutes laws of the State and the Indenture of Arizona to existhappen, to have happened be done, to exist and to have been be performed precedent to and in the issuance execution and delivery of this Bond, existObligation have happened, have happened been done, do exist and have been performed in regular and due time, form and manner time as required by law. This Obligation shall not be entitled to any security or benefit under the Trust Agreement until executed by the Trustee.
Appears in 1 contract
Samples: Trust Agreement
Principal Amount. The Colorado Housing and Finance Authority DOLLARS San Diego Unified School District, County of San Diego, State of California (herein called the “AuthorityDistrict”), a body corporate hereby acknowledges itself obligated to and political subdivision promises to pay, but only from taxes collected by the County for such purpose pursuant to Section 15250 of the State of Colorado (the “State”)California Education Code, created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received hereby promises to pay to the Registered Owner specified above, identified above or to such registered assigns (the “Registered Owner’s registered assigns ”), on the Maturity Date set forth above or personal representativesupon prior redemption hereof, the Principal Amount specified above in lawful money of the United States of America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this bond (unless this bond is authenticated on or before an interest payment date and after the close of business on the Maturity preceding Record Date specified (as defined herein), in which event it shall bear interest from such interest payment date, or unless this bond is authenticated on or before 15, 2016, in which event interest thereon shall be payable from the date hereof) at the interest rate per annum stated above, unless payable commencing on 1, 2016, and thereafter on January 1 and July 1 in each year, until payment of the Principal Amount. The principal hereof is payable to the Registered Owner hereof upon the surrender hereof at the designated corporate trust office of the paying agent/registrar and transfer agent of the District (herein called the “Paying Agent”), initially the Treasurer-Tax Collector of the County of San Diego. The interest hereon is payable to the person whose name appears on the bond registration books of the Paying Agent as the Registered Owner hereof as of the close of business on the 15th day of the calendar month preceding an interest payment date (the “Record Date”), whether or not such day is a business day, such interest to be paid by check mailed to such Registered Owner at the Registered Owner’s address as it appears on such registration books, or at such other address filed with the Paying Agent for that purpose. Upon written request, given no later than the Record Date immediately preceding an interest payment date, of the Registered Owner of Bonds (hereinafter defined) aggregating at least $1,000,000 in principal amount, interest will be paid by wire transfer of immediately available funds to an account maintained in the United States as specified by the Registered Owner in such request. So long as Cede & Co. or its registered assigns shall be the Registered Owner of this Bond is redeemed prior thereto bond, payment shall be made by wire transfer of immediately available funds as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the IndenturePaying Agent Agreement hereinafter described. This Bond bond is one of a duly authorized issue of bonds of like tenor (except for such variations, if any, as may be required to designate varying series, numbers, denominations, interest rates, interest payment modes, maturities and redemption provisions), amounting in the Authority aggregate to $ , and designated as “Colorado Housing and Finance Authority San Diego Unified School District 2015 General Obligation Bonds (Dedicated Unlimited Ad Valorem Property Tax Bonds) (Election of 2012, Series [D (Federally Taxable Single Family Mortgage Class I Bonds, 2018 Series DTaxable)/E/F/G])” (the “Bonds”). The Bonds are part of an authorization of $2,800,000,000 approved by a vote of at least 55% of the voters voting at an election duly and legally called, held and conducted in the District on November 6, 2012. The Bonds were authorized by a resolution adopted by the Board of Education of the District (the “Board”) on , 2015 (the “District Resolution”) and a resolution of the Board of Supervisors of the County adopted on , 2015 ( the “County Resolution”), are issued under by the Board of Education of the District and executed and sold by the County pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance strict conformity with the terms and the provisions of the IndentureConstitution and laws of the State, secondthe District Resolution, the County Resolution and the Paying Agent Agreement, dated as of August 1, 2010, as supplemented and amended, including as supplemented by the [Sixth] Supplemental Paying Agent Agreement, dated as of [October] 1, 2015 (collectively, the “Paying Agent Agreement”), by and between the District and the Paying Agent. Reference is hereby made to secure the District Resolution, the County Resolution, the Paying Agent Agreement and any and all amendments thereof for a description of the terms on which the Bonds are issued, for the rights of the Owners of the Bonds, for the provisions for payment of the principal Bonds, and for the amendment of the Paying Agent Agreement (with or without consent of the Owners of the Bonds); and interest on the Class II Obligations in accordance with all the terms of the District Resolution, the County Resolution and the provisions of Paying Agent Agreement are hereby incorporated herein and constitute a contract between the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms District and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all the provisions of which the Registered Owner of this Bond, by acceptance hereof, agrees and consents. Capitalized undefined terms used herein have the meanings ascribed thereto in the Paying Agent Agreement. The Bonds are issuable as fully registered bonds without coupons in the denomination of $5,000 principal amount or any integral multiple thereof, provided that no Bond shall have principal maturing on more than one principal maturity date. Subject to the limitations and conditions and upon payment of the terms and conditions of the Indenturecharges, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferableif any, as provided in the IndenturePaying Agent Agreement, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange be exchanged for an equal a like aggregate principal amount of Bonds of the same series series, tenor, interest payment mode and maturity of any other authorized denominations. This bond is transferable by the Registered Owner hereof, in person or by attorney duly authorized in writing, at the designated corporate trust office of the Authorized DenominationsPaying Agent, but only in the manner, subject to the conditions limitations and upon the payment of the charges provided in the IndenturePaying Agent Agreement, and upon surrender and cancellation of this bond. Pursuant to Section 29-4-722 Upon such transfer, a new Bond or Bonds of authorized denomination or denominations of the Actsame series, Bonds tenor, interest payment mode and same aggregate principal amount will be issued under to the Act shall be negotiable instruments under transferee in exchange therefor. The District and the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to Paying Agent may treat the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may beabsolute owner hereof for all purposes, in which event such Bond shall bear interest from its dated date. Interest on and the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of District and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Coloradoshall not be affected by any notice to the contrary. The Bonds are not subject to special redemption prior to their stated maturity dates. The Bonds represent an obligation payable out of the interest and optional redemption in sinking fund of the mannerDistrict, at and the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust money for the payment of interestprincipal of, principalpremium, premium or Purchase Price if any, and interest hereon, shall be raised by taxation upon the taxable property of the District. This bond shall not be entitled to any Bonds remain unclaimed for a period of three years after benefit under the date on which such moneys were payable, the Trustee or Paying Agent willAgreement, upon written notice from or become valid or obligatory for any purpose, until the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment certificate of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, authentication and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act registration hereon endorsed shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required have been signed by the Constitution and statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by lawPaying Agent.
Appears in 1 contract
Samples: Supplemental Paying Agent Agreement
Principal Amount. The Colorado Housing and Finance Authority (the “Authority”), a body corporate and political subdivision of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received hereby promises to pay to the Registered Owner specified above, or to such Registered Owner’s registered assigns or personal representatives, the Principal Amount specified above on the Maturity Date specified above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D 2018 C Series Indenture dated as of [September] August 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds of the Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bonds, 2018 Series DC” (the “Bonds”), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenture, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Colorado. The Bonds are subject to special special, sinking fund and optional redemption in the manner, at the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by law.
Appears in 1 contract
Samples: Indenture
Principal Amount. DOLLARS The Colorado Housing and Finance Authority City of Roseville (the “AuthorityCity”), a body corporate ) for and political subdivision on behalf of the State City of Colorado Roseville Xxxxxxxxx Community Facilities District No. 1 (Public Facilities) (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “ActDistrict”), for value received received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner specified named above, or to such Registered Owner’s registered assigns or personal representatives(the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount specified above on the Maturity Date specified set forth above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing September 1, 2018 (the “Interest Payment Dates”), at the Interest Rate per annum set forth above, until the principal amount hereof is paid or made available for payment. Any term used herein as The principal of this 2018 Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this 2018 Bond at a defined term but not defined herein designated corporate trust office of The Bank of New York Mellon Trust Company, N.A. (the “Fiscal Agent”). Interest on this 2018 Bond shall be defined paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the IndentureInterest Payment Date occurs (the “Record Date”) at such Owner's address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of 2018 Bonds. This 2018 Bond is one of a duly authorized issue of bonds approved by resolution of the Authority City Council of the City on May 23, 2018 (the “Resolution”), pursuant to the Xxxxx-Xxxx Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Xxxxx-Xxxx Act”) for the purpose of providing moneys for the construction and acquisition of improvements within the District, and is one of the bonds designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bonds, 2018 City of Roseville Xxxxxxxxx Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series D2018” (the “2018 Bonds”). The issuance of the 2018 Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of December 1, 2014, as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2018 (together, the “Agreement”), by and between the City and the Fiscal Agent and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this 2018 Bond assents to said terms and conditions. The Agreement is authorized under, this 2018 Bond is issued under and pursuant both are to be construed in accordance with, the laws of the State of California. Pursuant to the Xxxxx-Xxxx Act, the Indenture Agreement and the Supplemental Public Securities ActResolution, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance this 2018 Bond are payable, on a parity with the terms and the provisions previously issued bonds of the IndentureDistrict, second, solely from the annual special tax authorized under the Xxxxx-Xxxx Act to secure be collected within the payment of District (the principal of “Special Tax”) and interest certain funds held under the Agreement. Interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This 2018 Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bondhereof, unless such Bond (i) it is authenticated on an Interest Payment Date, in which event such Bond it shall bear interest from such Interest Payment Date, or unless (ii) such Bond date of authentication is authenticated after a Record Date but on or prior to the first an Interest Payment Date, in which event interest will be payable from such Bond shall bear interest from its dated dateInterest Payment Date, or unless interest on (iii) such Bond shall be in defaultdate of authentication is prior to the first Record Date, in which event such interest will be payable from the 2018 Bond Date shown above; provided however, that if at the time of authentication of this 2018 Bond, interest is in default hereon, this 2018 Bond shall bear interest from the date Interest Payment Date to which interest has previously been paid in full or unless no interest made available for payment hereon. Any tax for the payment hereof shall have be limited to the Special Tax, except to the extent that provision for payment has been paid on made by the BondsCity as may be permitted by law. The 2018 Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above. The 2018 Bonds may be redeemed prior to maturity at the option of the City from any source of available funds, as a whole or in part, on any date on and after September 1, 2025 at the case may befollowing respective redemption prices (expressed as percentages of the principal amount of the 2018 Bonds to be redeemed), in which event such Bond shall bear plus accrued interest from its dated date. Interest on thereon to the Bonds shall be computed on the basis date of a 360-day year consisting of twelve 30-day months. The principal or redemption: Redemption Dates Redemption Price of September 1, 2025 through August 31, 2026 103% September 1, 2026 through August 31, 2027 102 September 1, 2027 through August 31, 2028 101 September 1, 2028 and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Colorado. any date thereafter 100 The 2018 Bonds are subject to special mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as are specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2018 Bonds to be redeemed), plus accrued interest thereon to the date of redemption: Redemption Dates Redemption Price September 1, 2018 through and including March 1, 2026 103% September 1, 2026 and March 1, 2027 102 September 1, 2027 and March 1, 2028 101 September 1, 2028 and any Interest Payment Date thereafter 100 The Term 2018 Bonds maturing September 1, 2043 and September 1, 2048 are subject to mandatory sinking payment redemption in part on September 1, 2039 and September 1, 2044, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables: Term 2018 Bonds Maturing September 1, 2043 Mandatory Redemption Date (Sept. 1) Sinking Fund Payment 2039 $495,000 2040 540,000 2041 585,000 2042 635,000 2043 (maturity) 685,000 Term 2018 Bonds Maturing September 1, 2048 Mandatory Redemption Date (Sept. 1) Sinking Fund Payment 2044 $735,000 2045 770,000 2046 810,000 2047 850,000 2048 (maturity) 895,000 The amounts in the foregoing table shall be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the 2018 Bonds as directed by the City in an Officer’s Certificate. Notice of redemption with respect to the 2018 Bonds to be redeemed shall be given to the Owners thereof, in the manner, at to the pricesextent and subject to the provisions of the Agreement. This 2018 Bond shall be registered in the name of the Owner hereof, at as to both principal and interest. Each registration and transfer of registration of this 2018 Bond shall be entered by the times Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner's order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2018 Bonds for redemption or (ii) with respect to a 2018 Bond after such 2018 Bond has been selected for redemption. The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the 2018 Bonds is not subject to acceleration upon a default under the circumstances provided in Agreement or any other document. This 2018 Bond shall not become valid or obligatory for any purpose until the Indenture. If any moneys held certificate of authentication hereon endorsed shall have been dated and manually signed by the Trustee or Paying Agent in trust for the payment of interestFiscal Agent. It is hereby certified, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, recited and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED declared that all acts, conditions and things required by the Constitution and statutes of the State and the Indenture law to exist, to have happened happen and to have been be performed precedent to and in the issuance of this Bond2018 Bond have existed, exist, have happened and have been performed in due time, form and manner as required by law, and that the amount of this 2018 Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. Unless this 2018 Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any 2018 Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
Appears in 1 contract
Samples: Supplemental Agreement
Principal Amount. AND NO/100 DOLLARS The Colorado Housing and Finance Authority (the “Authority”), a body corporate and political subdivision of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received hereby promises to pay (but only from the funds, accounts and other security provided therefor) to the Registered Owner specified above, or to such Registered Owner’s registered assigns or personal representatives, the Principal Amount specified above on the Maturity Date specified above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October March 1, 20012000, as amended, between the Authority and ZBNorwest Bank Colorado, National Association dba Zions Bank (formerlyAssociation, Zions First as predecessor to Xxxxx Fargo Bank, National Bank)Association, as trustee (the “Trustee”) and the 2018D 2020 Series E Indenture of Trust, dated as of [September] December 1, 20182020, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds of the Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Multi-Family/Project Class I Bonds, 2018 2020 Series D” E (the “Bonds”), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their delivery for value and that all of the Bonds issued are incontestable for any cause whatsoever after their delivery for value. This Bond constitutes a Class I Obligation (as defined in the Indenture) under the Indenture and is secured solely by the pledge and lien of the Trust Estate contained therein, which is in the following order of priority: first, to secure the payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenture, second, to secure the payment of the principal of and interest on the Class II Obligations (as defined in the Indenture) in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations (as defined in the Indenture) in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations (as defined in the Indenture) in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS A SPECIAL, LIMITED OBLIGATION OF THE AUTHORITY PAYABLE SOLELY FROM, AND SECURED ONLY BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is transferable, as provided in the Indenture, only upon the records of the Authority kept for that purpose at the Corporate Trust Office designated operations office of the Trustee by the Registered Owner hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner Registered Owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in the same series, maturity and aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Authority and the Trustee shall deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. The Bonds are issuable in the registered form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof multiples of $5,000 (“Authorized Denominations”). The owner Owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November April 1 and October 1, 2018) commencing April 1, 2021, at the Interest Rate per annum specified above, until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest (as defined in the Indenture) on the Bonds shall each Bond will be payable in lawful money of the United States of America at the Corporate Trust Office designated operations office of the Paying Agent in DenverMinneapolis, ColoradoMinnesota, or its successors as Paying Agent under the Indenture. The At the written request of any Owner of at least $1,000,000 Aggregate Principal Amount of Bonds delivered to the Bond Registrar during any time while the Bonds are not in book-entry form, the principal or Redemption Price of and interest on the Bonds may be paid by wire transfer within the United States to the bank account number of such Owner on the registration records. In case of any such payment by wire transfer, the CUSIP number or numbers of the Bonds being paid shall be included in the wire transfer. Certain of the Bonds are subject to special special, optional redemption and optional mandatory sinking fund redemption in the manner, at the prices, at the times and under the circumstances provided in the Indenture. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30- day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium interest on or Purchase Price principal of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-30- day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), declare all Outstanding Bonds immediately due and payable. An Event of Default and its consequences may be waived as provided in the Indenture. Registered Owners may not enforce the Indenture or the Bonds except as provided in the Indenture. The Act provides that neither the members of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by law.
Appears in 1 contract
Samples: Indenture
Principal Amount. The Colorado Housing and Finance Authority (the “Authority”), a body corporate and political subdivision Paying Agent shall give notice of the State of Colorado (the “State”), created and existing by virtue of the laws of the State, particularly the Colorado Housing and Finance Authority Act, constituting Part 7 of Article 4 of Title 29 of the Colorado Revised Statutes, as amended (the “Act”), for value received hereby promises to pay to the Registered Owner specified above, or to such Registered Owner’s registered assigns or personal representatives, the Principal Amount specified above on the Maturity Date specified above, unless this Bond is redeemed prior thereto as provided in the Indenture (as defined below), upon its presentation and surrender as provided under the Master Indenture of Trust dated as of October 1, 2001, as amended, between the Authority and ZB, National Association dba Zions Bank (formerly, Zions First National Bank), as trustee (the “Trustee”) and the 2018D Series Indenture dated as of [September] 1, 2018, between the Authority and the Trustee (collectively, the “Indenture”), and to pay to the Registered Owner interest on such Principal Amount at the Interest Rate per annum above. Any term used herein as a defined term but not defined herein shall be defined as in the Indenture. This Bond is one of a duly authorized issue of bonds of the Authority designated “Colorado Housing and Finance Authority Federally Taxable Single Family Mortgage Class I Bonds, 2018 Series D” (the “Bonds”), issued under and pursuant to the Act, the Indenture and the Supplemental Public Securities Act, constituting Part 2 of Article 57 of Title 11, Colorado Revised Statutes. It is the intention of the Authority that this recital shall be conclusive evidence of the validity and the regularity of the issuance redemption of the Bonds after their delivery for value at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and that all CUSIP numbers of the Bonds issued are incontestable for any cause whatsoever after their delivery for valueto be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. This Such notice shall further state that on the specified date there shall become due and payable upon each Bond constitutes a Class I Obligation under to be redeemed, the Indenture and is secured solely by the pledge and lien portion of the Trust Estate contained thereinprincipal amount of such Bond to be redeemed, which is together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be given by mail to the respective owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least 30 days, but not more than 60 days, prior to the following order redemption date. Neither the failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of priority: firstthe proceedings for the redemption of such Bonds. The Bonds are issuable as fully registered Bonds, without coupons, in denominations of $5,000 and any integral multiple thereof. Subject to secure the limitations and conditions and upon payment of the principal of and interest on the Class I Obligations in accordance with the terms and the provisions of the Indenturecharges, second, to secure the payment of the principal of and interest on the Class II Obligations in accordance with the terms and the provisions of the Indenture, third, to secure the payment of the principal of and interest on the Class III Obligations in accordance with the terms and the provisions of the Indenture, and fourth, to secure the payment of the principal of and interest on the Class IV Obligations in accordance with the terms and provisions of the Indenture. The Registered Owner hereof, by acceptance of this Bond, consents to all of the terms and conditions of the Indenture, a copy of which is on file with the Trustee. THIS BOND, TOGETHER WITH THE INTEREST HEREON, IS PAYABLE SOLELY FROM, AND SECURED BY, THE REVENUES OF THE AUTHORITY AND OTHER SECURITY PLEDGED THEREFOR UNDER THE INDENTURE, SUBJECT TO THE LIEN AND PLEDGE PRIORITY DISCUSSED ABOVE. IN NO EVENT SHALL THIS BOND CONSTITUTE AN OBLIGATION OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY). THE AUTHORITY HAS NO TAXING POWER NOR DOES IT HAVE THE POWER TO PLEDGE THE GENERAL CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, OR TO PLEDGE THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE STATE SHALL NOT BE LIABLE FOR THIS BOND, AND THIS BOND SHALL NOT CONSTITUTE A DEBT OF THE STATE. This Bond is transferableif any, as provided in the IndentureResolution, only upon the records Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the Authority kept for that purpose at the Corporate Trust Office of the Trustee same maturity. This Bond is transferable by the Registered Owner hereof hereof, in person, person or by his attorney duly authorized attorneyin writing, at said office of the Paying Agent in San Francisco, California, but only in the manner and subject to the limitations provided in the Resolution, and upon surrender and cancellation of this Bond together with a written instrument Bond. Upon registration of such transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new registered Bond or Bonds, and in of authorized denomination or denominations, for the same series, maturity and aggregate principal amounts, shall amount and of the same maturity will be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribedherefor. The Authority District and the Trustee shall deem and Paying Agent may treat the person in whose name this Bond is registered Owner hereof as the absolute owner hereof for all purposes, and the purpose of receiving payment ofCounty, or on account of, the principal or redemption price hereof District and interest due hereon and for all other purposes. The Bonds are issuable in the form of registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof (“Authorized Denominations”). The owner of any Bonds may surrender the same at the above mentioned office of the Trustee, in exchange for an equal aggregate principal amount of Bonds of the same series and maturity of any of the Authorized Denominations, in the manner, subject to the conditions and upon the payment of the charges provided in the Indenture. Pursuant to Section 29-4-722 of the Act, Bonds issued under the Act shall be negotiable instruments under the laws of the State, subject only to applicable provisions for registration. This Bond bears interest on the Principal Amount specified above, payable to the Registered Owner hereof on each Interest Payment Date (the first such date being November 1, 2018) until maturity or earlier redemption. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication of such Bond, unless such Bond is authenticated on an Interest Payment Date, in which event such Bond shall bear interest from such Interest Payment Date, or unless such Bond is authenticated prior to the first Interest Payment Date, in which event such Bond shall bear interest from its dated date, or unless interest on such Bond shall be in default, in which event such Bond shall bear interest from the date to which interest has been paid in full or unless no interest shall have been paid on the Bonds, as the case may be, in which event such Bond shall bear interest from its dated date. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal or Redemption Price of and interest on the Bonds shall be payable in lawful money of the United States of America at the Corporate Trust Office of the Paying Agent in Denver, Coloradoshall not be affected by any notice to the contrary. The Bonds are subject to special and optional redemption in Resolution may be amended without the manner, at the prices, at the times and under the circumstances provided in the Indenture. If any moneys held by the Trustee or Paying Agent in trust for the payment of interest, principal, premium or Purchase Price of any Bonds remain unclaimed for a period of three years after the date on which such moneys were payable, the Trustee or Paying Agent will, upon written notice from the Authority, pay such amounts to the Authority, as provided in the Indenture. Thereafter, such Registered Owners must look to the Authority for payment of such moneys. The Indenture provides that the occurrences of certain events constitute Events of Default. If certain Events of Default occur, the Trustee may, and upon the written request of the Registered Owners of a sufficient percentage in aggregate principal amount of Outstanding Bonds (as provided in the Indenture), give 30 days’ notice in writing to the Authority of its intention to declare all Outstanding Bonds immediately due and payable. At the end of such 30-day period, the Trustee may, and upon the written consent of the Owners of a sufficient percentage in aggregate principal amount of Outstanding the Bonds (as provided to the extent set forth in the Indenture)Resolution. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, declare all Outstanding Bonds immediately due exchange or payment, and payable. An Event of Default and its consequences may be waived as provided any certificate issued is registered in the Indenture. Registered Owners may not enforce name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the Indenture or the Bonds except as provided in the Indentureregistered owner hereof, Cede & Co., has an interest herein. The Act provides District has certified that neither the members all of the Authority nor any authorized person executing bonds issued pursuant to the Act shall be personally liable for such bonds by reason of the execution or issuance thereof. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all actsthings, conditions and things acts required by the Constitution and statutes of the State and the Indenture to exist, to have happened and or to have been performed precedent to and in the issuance of this Bond, Bond do exist, have happened and or have been performed in due time, form and regular time and manner as required by lawthe laws of the State of California, and that all things necessary to consummate the lawful issuance and sale of the Bonds, the amount of this Bond, together with all other indebtedness of the District, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Resolution. This Bond shall not be entitled to any benefit under the Resolution or become valid or obligatory for any purpose until the Certificate of Authentication hereon has been signed manually by the Paying Agent.
Appears in 1 contract
Samples: Paying Agent Agreement
